Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
SPINNER STEVEN
   2. Issuer Name and Ticker or Trading Symbol
PERFORMANCE FOOD GROUP CO [PFGC] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and CEO
(Last)
(First)
(Middle)
12500 WEST CREEK PARKWAY		 3. Date of Earliest Transaction (Month/Day/Year)
05/23/2008
(Street)

RICHMOND, VA 23238		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/23/2008   D   92,880.0048 D $ 34.5 (1) 4,230 D  
Common Stock 05/23/2008   D   4,230 D $ 34.5 (1) 0 I By daughter's trusts

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Appreciation Right $ 29.46 05/23/2008   D     37,800   (2) 03/02/2017 Common Stock 37,800 (7) 178,800 D  
Stock Option (right to buy) $ 12.88 05/23/2008   D     4,800   (3) 04/01/2009 Common Stock 4,800 (8) 174,000 D  
Stock Option (right to buy) $ 12.97 05/23/2008   D     600   (3) 05/05/2009 Common Stock 600 (8) 173,400 D  
Stock Option (right to buy) $ 9.78 05/23/2008   D     5,200   (3) 03/14/2010 Common Stock 5,200 (8) 168,200 D  
Stock Option (right to buy) $ 28.48 05/23/2008   D     7,250   (3) 05/02/2011 Common Stock 7,250 (8) 160,950 D  
Stock Option (right to buy) $ 32.35 05/23/2008   D     50,000   (3) 08/09/2011 Common Stock 50,000 (8) 110,950 D  
Stock Option (right to buy) $ 36.45 05/23/2008   D     13,000   (3) 02/05/2012 Common Stock 13,000 (9) 97,950 D  
Stock Option (right to buy) $ 34.4 05/23/2008   D     2,000   (3) 08/22/2012 Common Stock 2,000 (8) 95,950 D  
Stock Option (right to buy) $ 31.62 05/23/2008   D     15,000   (3) 02/26/2013 Common Stock 15,000 (8) 80,950 D  
Stock Option (right to buy) $ 34.18 05/23/2008   D     15,000   (3) 03/30/2014 Common Stock 15,000 (8) 65,950 D  
Stock Option (right to buy) $ 28.02 05/23/2008   D     7,700   (4) 04/21/2015 Common Stock 7,700 (8) 58,250 D  
Stock Option (right to buy) $ 31.25 05/23/2008   D     8,250   (5) 04/10/2016 Common Stock 8,250 (8) 50,000 D  
Stock Option (right to buy) $ 26.05 05/23/2008   D     50,000   (6) 08/17/2016 Common Stock 50,000 (8) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SPINNER STEVEN
12500 WEST CREEK PARKWAY
RICHMOND, VA 23238		   X     President and CEO  

Signatures

 Jeffery W. Fender, by power of attorney   05/28/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Cancelled pursuant to the Agreement and Plan of Merger, dated as of January 18, 2008 (the "Merger Agreement"), by and among Performance Food Group Company (the "Company"), Vistar Corporation and Panda Acquisition, Inc. and converted into the right to receive $34.50 per share.
(2) This stock appreciation right provided for vesting on March 2, 2011.
(3) Each of these stock options were fully vested as of May 23, 2008.
(4) This stock option provided for vesting on April 21, 2009.
(5) This stock option provided for vesting on April 10, 2010.
(6) This stock option provided for vesting on August 17, 2010.
(7) Cancelled in connection with the merger of Panda Acquisition, Inc. with and into the Company and converted into the right to receive a cash payment equal to the product of (i) the difference between $34.50 and the applicable grant price of the stock appreciation right and (ii) the aggregate number of shares with respect to which such stock appreciation right was granted.
(8) Cancelled in connection with the merger of Panda Acquisition, Inc. with and into the Company and converted into the right to receive a cash payment equal to the product of (i) the difference between $34.50 and the applicable exercise price of the stock option and (ii) the aggregate number of shares issuable with respect to such stock option.
(9) Cancelled in connection with the merger of Panda Acquisition, Inc. with and into the Company for no consideration.

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